PRIVILEGED AND CONFIDENTIAL. Subject to FRE 408 and Similar Privileges
PRIVILEGED AND CONFIDENTIAL. (1) If the capital stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of capital stock shall be deemed to be the average of the high and low reported sale prices per share of capital stock thereon during the three trading days immediately preceding the Exercise Date (provided that if no such price is reported on any such day, the Fair Market Value per share of capital stock shall be determined pursuant to clause (2)).
(2) If the capital stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of capital stock shall be determined in good faith by the Board of Directors of the Company, subject to the approval of Holder. If the parties hereto cannot reach agreement, then the cashless exercise option shall not be available to the Holder.
PRIVILEGED AND CONFIDENTIAL. Execution Version
PRIVILEGED AND CONFIDENTIAL. Financing Documents, Manager (or such Manager Designee) shall turn over any such payment to the Companies. Administrative Agent and the Lenders are intended to be third party beneficiaries of, and Administrative Agent, on behalf of itself and the Lenders shall be entitled to enforce, the provisions of Section 2(d) and this Section 3. Notwithstanding anything herein to the contrary, all rights and benefits of Administrative Agent and the Lenders hereunder, including, without limitation, the subordination provisions set forth in this Section 3, shall terminate upon the Payment in Full of all Obligations (as such terms are defined in the Credit Agreement) and termination of any commitments to extend credit under the Credit Agreement, provided, however, that if at any time any payment of the Obligations is rescinded or must otherwise be returned by Administrative Agent or any Lender in connection with any insolvency, bankruptcy, receivership, custodianship, liquidation, reorganization, assignment for the benefit of creditors, secured or unsecured creditor enforcement, proposal, compromise, arrangement, realization, or proceeding for the liquidation, dissolution or other winding up of any of the Companies or any of their respective properties, the rights and benefits of Administrative Agent and Lenders, as applicable, hereunder shall automatically be reinstated.
PRIVILEGED AND CONFIDENTIAL. H&W) to provide advancement or indemnification for the Indemnified Liabilities incurred by Indemnitees are secondary) and (ii) if the Manager (or any affiliate thereof) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, by-laws or charter) with any Indemnitee, then (x) the Manager (or such affiliate, as the case may be) will be fully subrogated to all rights of such Indemnitee with respect to such payment and (y) the Companies will fully indemnify, reimburse and hold harmless the Manager (or such other affiliate) for all such payments actually made by the Manager (or such other affiliate) and irrevocably waive, relinquish and release the Manager for contribution, subrogation or any other recovery of any kind in respect of any advancement of expenses or indemnification hereunder.
PRIVILEGED AND CONFIDENTIAL. On the date hereof, the Companies, jointly and severally, will pay to the Manager (or its Manager Designee(s)) an initial fee (the “Initial Fee”) equal to $1,000,000, to be paid at the closing of the STG Transaction. In addition to the Initial Fee, on the date hereof, the Companies will pay to the Manager (or its Manager Designee(s)), an amount equal to all reasonable out-of pocket expenses incurred by or on behalf of the Manager and its affiliates in connection with the provision of the Services to the Companies pursuant to this Agreement through the date hereof (all such fees and expenses, in the aggregate, the “Covered Costs”).
PRIVILEGED AND CONFIDENTIAL. The Agreement will be deemed amended to the extent provided in this Amendment and, except as specifically amended hereby, will continue in full force and effect in accordance with its original terms. Both parties agree that this Amendment will constitute an integral, nonseverable part of the Agreement and be governed by its provisions, except that if the Agreement and this Amendment have specific provisions that are inconsistent, the specific provisions contained in this Amendment will govern.
PRIVILEGED AND CONFIDENTIAL. The license granted in this Agreement shall extend to the Affiliates of Licensee existing as of March 10, 2003. Licensee shall notify ITC of entities that become Licensee Affiliates who engage in the lease, manufacture, having made, sale or transfer of Covered Products during the Term, in each case within the calendar quarter following the event giving rise to the notice obligation. The provisions of Section 3.4 shall apply to entities that become Licensee Affiliates during the Term, and the provisions of Section 8.16 shall apply to entities that cease to be Licensee Affiliates during the Term to the extent relevant. Licensee represents that Attachment A to this Agreement lists all of Licensee's Affiliates as of the Effective Date and as of the execution date of this Agreement.
PRIVILEGED AND CONFIDENTIAL advice in connection with the negotiation and consummation of agreements, contracts, documents and instruments necessary to provide the Companies with financing on terms and conditions satisfactory to the Companies;
PRIVILEGED AND CONFIDENTIAL connection with the preparation of such Registration Statement, prospectus, amendment or supplement or if such misstatement or omission was corrected in any amendment or supplement provided to a selling Holder pursuant to subsection D above and the selling Holder failed to deliver such amendment or supplement, or (iii) any violation or alleged violation by the Holder of the Securities Act, the Exchange Act, any federal securities or state Blue Sky law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any federal securities or Blue Sky law in connection with the offering covered by such registration statement; and each such selling Holder will reimburse any person intended to be indemnified pursuant to this subsection F, for any legal or other expenses reasonably incurred by such person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this subsection F shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, and provided, however, that the obligations of each Holder hereunder shall be limited to an amount equal to the net proceeds to such Holder of Registrable Shares sold as contemplated herein.
